(MENAFN- GlobeNewsWire - Nasdaq) BOCA RATON, Fla., Oct. 17, 2025 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (OTC: VHAI) (“Vocodia”), a leader in conversational AI solutions, and AdRetreaver LLC d/b/a Scale Agile Solutions (SAS), a provider of innovative AI-driven technologies, today announced the signing of a non-binding Revised Letter of Intent (LOI) for a strategic asset acquisition. The proposed transaction will see Vocodia acquire SAS's technology, intellectual property, and commercial contracts, positioning the combined entity to expand its presence in the $470 billion conversational AI market.

Strategic Transaction Overview

Under the terms outlined in the LOI, Vocodia will acquire key SAS assets while Connexus Ai Inc., a separate entity, will remain privately held and excluded from the transaction. Post-closing, SAS will operate as an independent division within Vocodia for at least one fiscal year, easing integration while preserving SAS's innovative legacy.

The transaction values SAS's assets at approximately $10.5 million, reflecting its $697,000 annual recurring revenue (ARR), a $1.5 million pipeline, and a robust client base, including contracts with iPower, FermaGlo and Branch Insurance Group. The deal offers SAS stakeholders a 45% equity stake in Vocodia through Preferred Stock, featuring conversion rights, anti-dilution protection, and senior liquidation preferences.

Driving Synergies and Growth

Together, Vocodia and SAS expect to offer customers 40–50% efficiency gains in high-growth sectors such as healthcare and legal, leveraging Vocodia's platform and SAS's AI capabilities. To support growth, Vocodia has committed to securing an ELOC facility of at least $25 million.

“This transaction represents a pivotal step in accelerating Vocodia's mission to redefine conversational AI,” said Brian Podolak, CEO of Vocodia.“By integrating SAS's cutting-edge technology and client portfolio, we are poised to unlock significant value and drive innovation across industries.”

“Partnering with Vocodia enables us to expand our AI capabilities responsibly and strategically,” said Cheddi Rai, CEO of SAS.“The structure of this acquisition ensures we're not just scaling faster - we're scaling smarter, with our stakeholders' interests firmly protected.”
Next Steps

The transaction is subject to customary conditions, including mutual due diligence, execution of definitive agreements, and regulatory approvals. An exclusivity period of 30 days has been agreed upon to finalize terms and advance due diligence. Both parties are committed to maintaining confidentiality and will coordinate on public announcements.

About Vocodia Holdings Corp.

Vocodia Holdings Corp (OTC: VHAI) is a pioneer in AI-driven customer engagement, delivering innovative, scalable solutions through its Digital Intelligence Sales Agent (DISA) platform. Headquartered in Boca Raton, FL, Vocodia empowers businesses worldwide with cost-effective, intelligent customer interaction tools designed to enhance satisfaction and operational efficiency. For more information, please visit: .

About Scale Agile Solutions

AdRetreaver LLC, d/b/a Scale Agile Solutions (SAS), is a Florida-based provider of AI-driven technologies, serving a diverse client base with innovative solutions that drive measurable results.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "believe," "project," "estimate," "expect," strategy," "future," "likely," "may,", "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties more fully in the section captioned "Risk Factors" in the Company's Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-269489) and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date and undertake no duty to update such information except as required under applicable law.

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